Stars and Hail Stones
by lovetolongago
Summary: A Doctor Who Series. 13 Episodes of Adventure, Exploration and some fun thrown in. After the loss of Donna the Doctor needs a new companion for the challenges ahead. But why have one woman when you can have four guys? A Doctor Who/Panic at the Disco xover


In all the time they'd been living this life...living for the lights, the sounds, the people and the screams of the crowd. Brendon would tell you, he could never have dreamt about what was waiting for him – What exquisite worlds would be laid before his feet, what heroic beauty he would find in a man with no name, what he and his friends would find within themselves. (Not even with all the time in the universe.)

As the early morning sunlight of Las Vegas streamed through the window blinds, Brendon, Spencer, Jon and Ryan were awake, sitting huddled together. The four friends and band mates squeezed around the small tour bus kitchen table, limbs squashed tight against each other. Their heads were bent close, excitedly chatting with tired, lethargic voices about the concert they would be playing later that same day. It happened to be the final show of the tour and they and the crew were planning an extra special event for the hometown show.

A multitude of papers, with frantically scribbled handwriting and text type lay scattered across the wooden surface of the table, torn and bent where they had been thumbed through. Pop-tart pastry crumbs steadily fell onto the papers as Brendon munched his hot fudge Sundae flavoured treat, smiling happily at each of his friends in turn. A steady stream of chatter could be heard from outside the bus as members of the crew hurried past, juggling cups of coffee and equipment. Spencer and Jon spoke quietly to each other, eyeing Ryan and Brendon as Ryan flipped through the papers, chewing on his lip lightly, checking the details, so that he was sure the band's vision for the show was being perfectly portrayed.

Ryan's eyes moved from the papers before him to watch Brendon's leg bounce up and down energetically, occasionally knocking his knee against the table, before running his hand through his hair. They had all been getting more agitated as the tour began to draw to a close, pressure for a new album and playing their asses off every night finally getting to them. But Jon couldn't help feeling that it hadn't been like this last time, couldn't shake off this feeling in the pit of his stomach at the ominous ticking that they had been hearing separately late into the night for the last week or two. Brendon hadn't slept at all last night, they all knew, secretly having never stopped believing in

The things that go bump in the night as some adults do, never letting go of the spark that childhood and innocence brings. Ryan on the other hand was convinced Gabe (with his "'cobra ways'... internal sigh") had paid the tour guys to freak them out.

Spencer patted Ryan's arm calmingly as Ryan scowled at the wall, grabbing at his coffee cup, slurping the black liquid eagerly. It was common knowledge that Spencer kept peace between them all, heading off bitch fits and arguments before they turned into fights (although he could produce a pretty good bitch fit himself). Somehow they could all breathe a bit more easily when Spencer was around. In secret, Brendon believed that it was because Spencer was a little bit magic and he could fix anything with his smile. Although it technically wasn't so much of a secret seeing as Brendon shared all his ideas about Spencer's clandestine elf heritage with Jon (in the strictest confidence of course. So strict that Gabe and Beckett had also been sworn to secrecy).

Jon stretched out in his chair leaning forward to steal last bit of Brendon's pop-tart. Ruffling his hair affectionately as Brendon begrudgingly let him get away with it, Jon stood up, heading towards the bunk area to fetch his flip-flops and glasses. Brendon stared longingly at the empty pop-tart box, only looking away when the bus door squeaked open to reveal Zack standing there, long-suffering grin still in place. "Come on you guys, time to go...it's the final one; you can't stay in the bus all day."

The sun seemed almost blinding outside, so much so that Spencer was extremely happy to be wearing sunglasses. The familiar warm sunlight and smell that can only be associated with Nevada enveloped him with thoughts of home, putting a comfortable smile on his face. Looking at Brendon, Ryan and Jon as they trudged behind Zack; he found the same smile stretching across their faces. Winding through vans and other crew members towards the venue, Jon grinned at the warm smiles and familiar greetings sent their way. As a band they made the point of getting to know a lot of the people that worked so hard to make their shows as brilliant as possible. It was pretty damn rewarding when the crew really bonds together behind the band, pushing each other to work harder to bring the show off.

Hopping through the back entrance of the venue, Brendon smiled at the guys already hard at work bringing in the lighting equipment and the rigging and doing stuff that he didn't really try to understand. He tried to learn about the electrical and pyrotechnic side once. An old tech on the last tour tried to teach him how to programme the consoles, but he just got too frustrated at not being able to do even the simplest parts. In aggravation he had kicked the wall and bruised his toe. Spencer had shaken his head and gave Brendon a hug, telling him it wasn't his job to understand what the specialised technicians do. After that he'd kept to his instruments preferring to let the techs get on with their jobs. But it never stopped him from asking if he could climb on the rigging.

But Brendon found keeping to his instruments considerably harder to do whenever he caught sight of one of the newer lighting technicians on the team – A tall British man with the most enthusiastic smile he had ever seen.

They had bumped into him a few days after the production manager disappeared one night after the show. They'd only found a strange doll where he'd last been seen. Brendon was pretty sure Ryan would never forget that day. They had been heading to the bus after a sound check in Phoenix, when Barry had jumped down from one of the support structure's self climbing towers. He landed right in front of Ryan, knocking him backwards with a small squeal without really realising.

He had been wearing a dark brown suit with purple pinstripes, a long camel colour coat and red converse, a highly strange outfit to work in as a lighting tech. He was almost as skinny as Ryan but he managed not to look lanky. He'd tucked his hands in his trouser pockets and turned around, completely surprised to see them right behind him, and Ryan lying on the floor. They'd all been completely struck down by his intense caramel eyes widening in shock and apology – Brendon most of all by the strong desire to touch the man's hair.

He had smiled at them and asked Ryan why he was lying on the floor, before he cut himself off and apologised for being rude. Ryan scowled. "I'm Barry...the new lighting technician. You must be Panic at the disco. It's nice to meet you Brendon Urie, Spencer Smith, Jon Walker and Ryan Ross" he said, carefully pronouncing their names, almost as if he was testing them on his tongue. "You might want to get off the floor," he continued to address Ryan, who still sat there gawping at this new man, "it's dirty down there." He promptly jumped to his feet, looking put out, glaring at this new man.

"You're British!" Brendon exclaimed excitedly, ignoring Ryan's pointed look. The lighting technician turned to Brendon, grinning happily back at him.

"And you're American!"

After that first night, much to Ryan's chagrin and everyone else's amusement, they had been running into Barry more often than any other crew member – More so at the stranger times and places. But this never much fazed Brendon, as he took whatever opportunity he had to distract Barry from his work, asking him questions about anything and everything. But the best thing, Brendon decided was that Barry gave him Smarties every time that he saw him. If there was an ultimate way to Brendon's heart it was through sweeties and being awesome – Just ask Jon Walker. He would tell you that and far more besides.

Ryan had once asked what the hell Brendon liked so much about the stupid lighting guy. Only to receive an enthusiastic "Are you kidding? He's amazing. I can't ask a question he doesn't know the answer to. He knows everything Ryan...everything!"

"But don't you think he's got to be pissed off with all of your questions already Brendon?"

"No way!" Brendon exclaimed, a shocked expression breaking across his face. "Barry totally loves me. He gives me sweets...and you're mean Ryan Ross for doubting his awesomeness."

Ryan was secretly annoyed that he was receiving less attention from his friend, as well as not being the number one authority on everything. Not to mention no one gets away with making Ryan Ross fall over...on pain of some seriously sulky looks.

Brendon just went back to arranging his Smarties in a rainbow.

It was a few hours till show time, and as usual Spencer was to be found by his drum kit, warming up, drumming is short measured hits on a tom-tom when he heard it.

Tick-tick-tock

"Okay whichever s.o.b is doing that, cut it out now or I'll shove these sticks where the sun doesn't shine!"

The ticking began slowing down, until it stopped completely. A whirring noise became apparent in the immediate silence that followed the ticking. It reminded him of an electric whisk only more electronic sounding. He was barely tapping his cymbals now as he listened to this new noise. Slowly, it began fading away with the barely there sound of footsteps.

"That's right, you stay away!" he yelled to the empty arena like a right idiot. Really, Gabe and Beckett had gone too far this time.

Just 10 minutes after sound-check had ended and Brendon had dashed off to pick up his Smartie rainbow, before some lowlife rainbow hater ate them, and he wasn't able to find anyone who would let him hang with them, except for Spencer. - But well, Spence was drumming and disturbing him was like waltzing up to a very hormonal skunk. (He'd been sprayed by a skunk when he was younger. It had not been fun and Spencer may actually hit him, also not fun.)

Ryan was off doing something vaguely concerning artistic...monkeys? Or maybe fabric? Yes he thought it was fabric. He never really paid much attention when Ryan went off on one. It was much safer just to nod and make 'hmm'ing sounds. Brendon had pretty much given up hope on training Jon Walker to his every command, although he could live with the dream. Yeah, he was sure no one would ever be able to contain Jon's gruff but lovely bearded manliness.

But Zach? How could Zach flounce, yes flounce...Brendon was convinced that everyone flounces when no one is looking (Barry totally agreed. He even flounced for Brendon's benefit), how could Zach flounce off somewhere? Zach was glued to them like...glue. One time he even followed them into the bathrooms at a rest stop. This was unZach like and Brendon didn't like it.

The world really didn't make sense to Brendon at that moment. All he wanted was to 'chillax' (he laughed to himself at his own use of the word) with his friends before the show and eat his Smarties, which were by now melting in his pockets. But no...He was being condemned to alone time, which was very un-Brendon like.

That being said, he was actually quite tired, _'because of the stupid ticking'_ and he really really wanted a nap. And having become, as he believed, a master of the tour circuit prank war, knew that napping around the venue was actually quite a foolish thing to do if you didn't want to end up handcuffed naked to something. He had learned. No not again. It was the tour bus for him. Zach would probably kill him for wondering off alone. But Zach had gone off first and Brendon felt morally obliged to get his own back.

Letting the venue door shut behind him with a gentle click, Brendon sniffed at the air before heading in the general direction of the bus. It wouldn't be hard to miss with its bright purple flowers running along the side. It wasn't a surprise that the area was alive with the crew scurrying around in a way which reminded him of Bug city in The 'A Bugs Life' movie. It suited his motives perfectly. Everybody was too busy to notice him. He smiled, slipping between 2 guys easily as they rushed past him carrying cables and the fake magenta grass he assumed Ryan had insisted on.

Contrary to everyone else, Brendon was in no hurry – he strolled along, tasting the atmosphere around him, the excitement in the air. He smelled the distinct stench of oil and grease from the vans. It reminded him of when his father used to work on his car on Saturday mornings. People seemed to thin out around him until he was virtually walking by himself in silence. Brendon thought about how he never really liked silence. He much preferred listening to the day to day sounds around him or the gentle tinkle of music in his ears – A complete lack of sound was unnatural. It seemed almost awkward for a world that was so loud and bustling with life. Almost by accident he found himself beginning to whistle a falsely bright tune just to fill the void of silence.

He was almost upon the almost obnoxiously bright bus shaped haven of sleep when he heard an odd whirring static noise from a van close behind him. As he turned to look in the direction of the sound it stopped and he couldn't help but feel pleased that he wouldn't need to investigate it. But from the corner of his eye, Brendon swore he caught a flutter of camel colour material fly past. Frowning in confusion, he blinked slowly, once, twice and rubbed at his forehead, massaging his temples until the ache faded. He needed that nap.

From the moment Brendon pushed through the bus door, it just didn't feel right and he was sure someone had moved his photo album for the tour he had been looking at last night. It was almost like the whole atmosphere on the bus was off. He felt uncomfortable and his skin itched as if someone was staring right at him and he really didn't like it. People were always watching him when he was on-stage, their eyes burning into his skin with admiration and raw energy but this felt different. It felt cold and blank.

'_You're being stupid_' he told himself, silently cursing, _'so stupid'_. Spencer would tease him for indulging his over-active imagination just like the time when he'd accidentally told him about the shadows that drifted across his bunk curtain at night that looked like monsters. It had gone on for days. But in the end Spence let him crawl in with him and they shared manly Spencer cuddles – So, not everything about it was bad.

Grabbing his orange heart shape cushion and _Ryan's_ iPod from the couch, he dashed into the back and slid into Jon's bunk, yanking the curtain across. Jon's bunk was such a nice place for naps because Jon never tidied it. It smelled like him and was always littered with his shirts, looking almost like a special nest he'd built.

Cuddling into the mess of covers and clothing, Brendon tucked his arm under the pillow. Hugging his cushion to his chest, he tried to put the strange feeling behind him. Pushing one earphone in his ear, he starting flipping through Ryan's music – in the end settling for some good classic Beatles tracks to sooth him into sleep. When...

Tick...tick...tic-k

_'No no no no no' _Brendon moaned to himself, lips moving silently as he grabbed for his heart cushion almost squishing it in his too tight grasp. Drawing a shaky breath in, he sat up yanking the earphones from the iPod, cutting off the echo of a guitar – he needed to listen. The ticking continued, grating slowly past, second by second, growing louder in the small room.

It was only noise but he knew he couldn't shake it off. Someone was here, inside the bus. He could feel it, this presence. Fuck didn't seem powerful enough of a word to describe his thoughts. He could feel his palms grow sweaty, goose bumps breaking out along the bare skin of his arms. Right now he didn't care what Ryan thought about 'Gabilliam', this wasn't a silly prank, it just wasn't. He had never been this scared in his life.

It was so close now and getting closer all the time till it was almost outside the bunk, so clearly audible, so loud and ominous he couldn't look. He screwed his eyes shut tight, fisting his hands tightly into the material of one of Jon's shirts. Brendon went completely still, hair standing up on the back of his neck. He thought he could feel a hand reaching towards the edge of the curtain as if he was watching it from someone else's viewpoint. He held his breath, waiting...

"Hey!" A male voice shouted and Brendon heard that unusual whirring noise again, then nothing.

He breathed out, waiting for something.

He heard the drag and swish of the bunk curtain opening but didn't open his eyes. He didn't want to see, but his skin felt warmer, more lived in. Cool, gentle fingers lightly touched his brow, then his cheek leaving the skin there tingling.

"Brendon, open your eyes."

"Barry?" Brendon gasped, snapping his eyes open to see the lighting technician's serious eyes. There was something about his eyes that captivated him – They were so old and sad, swirling with wisdom and emotions hidden away. Brendon so dearly wanted to work out who this man was.

"Yeah?" he answered, smiling for the first time.

"What just happened?"

"What are you talking about? You were sleeping. Nothing happened. Come on, Zach asked me to fetch you."

"Why?" He asked feeling slightly stupid about it. Barry only offered him his hand, wriggling his fingers suggestively. Brendon, suddenly happy, grinned and grabbed the proffered hand, threading their fingers together in an intimate gesture, neither really noticing. Allowing Barry to pull him towards the door, Brendon tugged on his hand, squeezing warmly.

"It's show time."

"Where the hell were you?" A familiar bulky man shouted as he walked forward though the last-minute prep crew, who seemed to part like the red sea before him. You could just vaguely see the lanky figure of Ryan Ross following, his mop of brown hair distinctly visible over the top of Zach's head. Zach could be heard grumbling to himself, something about being a glorified babysitter – While Ryan sauntered and meandered behind him silently, sunglasses perched high on his face, staring off to the side with a temperate air of courtly authority that seemed almost ancient.

Brendon laughed to see the bemused looks (which wasn't entirely abnormal) on the crew's faces as they glanced from one to the other. Russell, Ryan's guitar tech started humming the funeral march under his breath as he purposefully crept slowly past.

Squeezing the long fingered hand in his grasp, Brendon pulled towards his approaching friends, almost missing the faint press of Barry's thumb running across the back of his hand. Barely feeling their fingers untwist, hands drop away from each other through his sudden giddiness, Brendon saluted the air. Whatever he had been feeling before had been washed away like footprints by the wearing of time.

"I'm here now Zach," Brendon sighed good-naturedly as Zach stopped in front of him, Ryan just behind him, blowing air out through his nose, sparing a glare for the younger man, "you do know your glare doesn't faze me behind the glasses Ross."

In response, Ryan pushed the sunglasses up on his forehead raising a sculptured eyebrow, (yes sculptured – just because he's a man doesn't mean he has to be scruffy) preferring to stay silent and let the silence represent all the annoyance he held for his lead singer at the moment. Wandering off during the approach of the biggest end of show that they'd done? That was a no-no. Brendon poked his tongue out between his lips in a childish gesture.

"Alright Urie, Where the hell have you been?" Zach asked, pretending he didn't see or hear their exchange in favour of getting things done so they could unwind with a couple of beers as soon as the tour was over.

"Sleeping." He said simply, shrugging his shoulders as if it explained everything.

"You know what? You could've napped in the dressing room but never mind. Get to the dressing room now. We don't have a long time before the first band goes on."

"Jeez, you'd think I'd killed someone with the way he's acting," Brendon joked, turning behind him, expecting to speak to Barry, but finding nothing but thin air, "huh? Barry?" He spun round in a circle looking confused for the man he had meant to address. "Where did he go?" He asked sadly. Frowning an unhappy childish expression, he turned to Ryan and Zach.

"Who?"

"Barry - one of the lighting techs. He said you sent him to pick me up from the bus. He..." _saved me?_ Brendon told them, leaving the end of his sentence unsaid. It sounded stupid even to him but he believed it or at least he thought he did. Ryan sniffed at the lighting technician's name and pursed his lips, stubbornly remaining silent. Obviously he was thinking about the 'dirt' that had got into his clothes when Barry knocked him to the floor.

"I didn't send anyone to go find you Bden. But I should have done." Zach told him, starting to herd them in the direction of the dressing room with great big flapping arm motions making him look like a man badly imitating a chicken.

"Huh? But he said-"

"It doesn't really matter right now Brendon. We've got a show to do." Zach said, cutting Brendon's verbal thoughts off and completely giving up on herding Ryan along faster than he was ready to walk.

"But why would he lie?" Brendon muttered to himself, ignoring the look Ryan was blatantly giving him for talking to himself. He felt irrationally betrayed by the older man and hated himself slightly for it. He felt like he knew Barry but he didn't know him – not really. But if the truth be told, he wanted to know him.

The atmosphere was palpable from the moment the fans entered the venue – it was sweat and excitement and anticipation but with an undercurrent of something else, something foreign, almost deadly. They cheered and sang with the opening bands, jumping and dancing to the music, but held back their energy for Panic at the disco. The circle seats were packed and screaming in excitement. The air began to warm as the bodies on the floor moved, shifting against each other with the beat of the drums and guitars. The air was hazy with the heat and anticipation, almost like smoke, their eyes glinting in the stage lights.

The stage was far beyond anything Ryan and the guys had attempted to imagine before, wild but beautiful. The windmill had been brought back, becoming a sedentary red tower in the distance next to the drum kit, trellis blades turning tiredly. Green vines wrapped around the structure, clinging as if they had grown over time and became a part of the structure itself. Bright and pretty wild flowers curled and wrapped around the bands' microphone stands, consuming them in flush tones and hues. Deep red coloured grass spread out across the stage floor, long and unruly. Sunflowers sprang up; bright and tall around the stage, sunny yellow leaves rustling unheard over the calls for "Panic! Panic!"

The whole arena turned black, lights fading until you couldn't even see past the end of your nose. The fans quietened and silence stilled the air. Cheers and screams erupted. Through the darkness, figures of shadow could be seen making their way on stage as the piano intermission tune began, slowly cutting into the opening twang of We're so Starving. As though someone flicked a switch, the stage burst with light, silhouetting each member in purple and white, as spotlights roamed around the crowd.

Brendon bounced to the microphone (tearing off his fake moustache) and began to sing. The flowers bumped his nose and the air began to fill with flashes. A backdrop of strange constellations hung high behind the performers and fans. Stars seemed to burn in its blackness, just as the band burnt their movements across the stage. Especially Brendon, he was a blur of red and black as he played, working the audience as they launched into 'Mad as Rabbits'. Jon rocked back and forth with the music, fingers gliding over the fret board as Spencer thrashed at the drums, his body fluid. They sparkled on the velvet backdrop like real stars sparking light in the night. Pictured nebulae – the interstellar clouds seemed almost alien and poetic in their stunning multicoloured spectrum of shapes.

The whole way through 'Lying is the most fun', whenever he got the chance, Brendon fingered the black silk garter he wore as an armband to hysterical screams and wolf whistles. He glanced at the side to Ryan. They grinned happily to each other as more flashes dotted their vision and girls threw their glow sticks onto the stage. Picking one up and placing it on his head, Jon leaned into the microphone as he introduced them, flexing his bare feet, curling his toes in the soft red grass.

The music continued to flow, thrumming in the veins of everyone there. But during their 6th song, as Brendon grabbed a quick drink of water, he caught his first sight of the life sized puppet men propped up in the corner of the stage, wigs now obvious, hideous red smile stretched across their porcelain-style masks. He caught sight of Spencer and Jon giving them a weird, confused look as well. Ignoring the strange feeling inside of his chest, he flew into 'She's a Handsome woman' with Ryan, plucking furiously at his guitar, continuing to steal glances at the 'puppets'.

Moving over to Spencer's drum riser, he spared a glance to the side only to see that the 'puppet' men sat still, ominously unmoving, a foot forward. '_Fuck no...Puppets don't move by themselves'_

Taking a deep breath, Brendon cocked a worried eyebrow toward Spencer receiving a confused nod in return before he turned back to face the crowd. Grinning massively the lights dimmed slightly as they went into 'Nine in the Afternoon'. Their hearts felt so light whenever they played this song like they might actually float from their bodies. Brendon was so caught up singing that he missed the surprised gasps from the people below him but he didn't miss the plastic arm grabbing him roughly and sharp saw-knives held against his throat. The music broke off with a harsh screech of Ryan's guitar. Somehow he knew what it was that held him – he could smell the musk of period clothes through the sweat of the venue.

And then they heard it – the faint tick-tock of clockwork.

All hell seemed to break loose in that moment. Scared screams broke out throughout the arena, echoing shrilly off the surfaces, as Brendon felt himself forced backward until he thought he might be in front of the drum riser. The knives were almost cutting into his throat now; he dare not breathe too harshly. Rough mechanical arms pulled at his body, forcing him around in its blur of coat and hair.

As his eyes began to refocus, he could finally see them. There they were – wicked, menacing, like something out of those period costume dramas Ryan not so secretly watches on the tour bus. They stood in a semi circle either side of the one that was holding him, surrounding Spencer, Ryan and Jon. They had forced the other guys right up against the riser. Spencer looked so angry and Brendon totally understood why, even if he was scared out of his boots right now. Spencer held his drum sticks like weapons, forcing Ryan behind him (because Ryan was no fighter.)

The venue had forced itself into silence so that when Spencer spoke with all the authority his voice could muster, it echoed throughout it. "Let Brendon go you psychos! What the hell do you want with us!?"

The 'mechanical puppet' which they assumed was the leader, walked forward with stilted robotic movements. The grinding sound of clockwork growled with every move it made. It swung its arm forward so suddenly that they jumped backwards with surprised gasps. It pointed the same horrifying set of saw knives which were being held to Brendon's throat at Spencer. "You are compatible."

"What does that mean?" Jon asked, looking more confused and sick at the monotonous crackling voice of their attackers.

"You are compatible," it repeated, "you will come with us."

"Like hell we will." Ryan piped up bravely from behind Spencer, glaring at the 'puppet men'.

Brendon breathed harshly through his nose, glancing urgently towards side stage and choked at what he saw. The bodies of some of the crew were lying still, scattered across the floor and upon equipment, unconscious or dead he didn't want to know.

"You are compatible."

"Stop saying that!"

"You will come with us," the leader said to them, moving closer towards them, the sound of clockwork ticking again, "or you will die." The 'puppet man' holding Brendon moved his small rotating saw closer to Brendon's neck to prove their point. Gasping in horror, Spencer's eyes widened. He shouted to Brendon not to worry, but as the 3 other 'puppets' also moved forward, drawing their weapons as well, he felt a sharp jolt of worry in his stomach.

Small screams echoed from somewhere in the crowd, who had all frozen still, in suspense and complete fear, as a figure seemed to appear out of nowhere, long coat billowing around him as he swung down from the rigging. The figure pointed a blue glowing device which whirred that familiar sound at the thing holding Brendon by the throat. It weirdly reminded Jon of a screwdriver. The 'thing' made a grinding noise before it fell forward like a wind-up toy and ceased to move.

Panting and scuttling hurriedly towards Spencer, Jon and Ryan, Brendon chanced a peep back to get a look at the person to save him. Eyes flaring intensely, he hugged Spencer close, turning to watch the new man in shock. "Barry?"

The lights shone brightly on the man in question as he dusted himself off, glancing behind him to wink cheekily at the band, before turning to face the host of 'puppet men', grinning wildly. "Wow," he exclaimed excitedly, as he span in a circle arms outstretched looking appreciatively around him. He stopped spinning abruptly to stare at the leader, "it's you!" he cried again, slapping his hands together. "It's been a long time since we met, hasn't it? Mr Thick Thick Thickity, Thick face from Thick town, Thickania." He spoke, a slight edge to his voice now, "last time I saw you, you were trying to steal the brain of Madame de Pompadour to fix your ship," he said, sounding his words, popping his p's, "and I stopped you..."

'Barry's' eyes seemed much colder now, his voice becoming harder. "So, what I don't understand, what I really don't understand is what are you doing here? In Las Vegas, 21st century Earth? 31th century is far better, height of the human empire that. Vegas is beautiful then, all that you can do there, all that excitement. They make marvellous banana daiquiris there with just a hint of quinto juice, but this," he voiced, spreading his arms, gesturing around him, "this place is a nursery compared to the future one, but you're not here for enjoyment are you? You're here for these boys. Am I right?...And oh I think I am. But what do you want from them?" Barry asked. "That's what I don't really understand."

But the 'puppets' remained silent, refusing to answer him. "Tell me! What do you want with them!!"

"Answer him!" Spencer shouted at them. And surprisingly they did as he said.

"They are compatible," it ground out, "they are correct and will come with us."

A confused look broke over Barry's face. "What?" he asked voice squeaking at the word. Scratching the back of his head, scrunching his face up, he asked again, "compatible for what? What do you mean they're correct?"

"Barry? What's going on? What's happening? What are these things?" Brendon asked worriedly as 'Barry' slid the painted mask and wig off to reveal the transparent head shaped casing beneath.

"They're clockwork androids Brendon. That's all they are," he assured, smiling sympathetically given the situation, "just cogs, gears and wheels ticking away. Well...I say cogs and gears. Throw in a short range teleporter, scanner, saw knives and a tranquilliser or two." Pulling the device he'd used earlier out of his jacket pocket, he held it towards the clockwork droid's 'head'. It whirred and glowed blue and the clockwork in the droid ground to a halt.

Spinning round on his heel with a proud grin, 'Barry' strolled back to the band, hands in his trouser pockets, seemingly unknowing about the few rest of the clockwork droids. "Handy thing this is," he smiled, waving the device he's used in front of the band, who couldn't seem to move, "sonic screwdriver!" he hollered. "Made it myself and guess what setting jams clockwork..." he waited for an answer but no one other than Ryan seemed to be able to make their voices work.

"Erm...4?" he asked, sounding unnaturally timid.

"4? No," 'Barry' scoffed, "4 is a stupid answer. 442! Great number 442 – sacred number to the Jetarian people you know. I went to Jetaria once, brilliant planet – they have cats with four ears, can you believe it?"

'Barry's' dopey grin dropped from his face at the expression on Spencer's. "Oh God, What are you doing now?" 'Barry' demanded as he turned back to the clockwork droids. "There's no point in it at all. I am The Doctor and you won't touch these boys." He spoke with an authority and an arrogance that seemed almost eerie.

"What do you want with them?"

The clockwork droids who had closed tighter in around them, parted at these words and a small clockwork droid in the shape of a female child entered the semi circle, blond wig put in pony-tails bouncing around its mask.

"They're perfect." It said. But its voice was different, not metallic or monotone but the voice of a child.

"Perfect?" Jon asked in the face of this little droid, "we're far from perfect. What do you want us for?"

"They're perfect." 'She' repeated again, bringing a small doll out from behind her.

The Doctor swore in some strange language, curving his body with the guttural sound of his words, at least by the tone of his voice he sounded like he was swearing. "That's what you want them for. You want to alter their genetic structure, to turn them into dolls – But why? It's impossible. You're an android. The technology you're made from is nowhere near capable of simulating human emotions. Why?"

"They're perfect." 'She only repeated like she was stuck on some kind of loop.

"That's what's been happening to the people who've been disappearing from the crew. You've been turning them into dolls. But what with?" He asked himself, running his hands through this hair, messing it up so it stuck in different directions, "It must be some kind of Tissue compression tool. Only to find out they weren't compatible. But these boys are exactly what you're looking for and that leaves us with a problem because this is wrong and I'm going to have to stop you.

"We cannot be stopped." A clockwork droid from off to the side spoke.

"Oh no," The Doctor asked, looking triumphant in the stage lights, "I already have. I closed the time windows that brought you here. You can't go back and now you have no point. Not anymore. Don't you get it?" he asked laughter in his voice. "You're useless now; there isn't any purpose to you."

The Doctor waited, glancing around hesitantly, watching the droids reactions. The grinding gears of the clockwork seemed so loud in the stuffy air of the venue, as they waited. You could almost hear the breath of the crowd, breathing together as they waited too. The droids flopped forward lifelessly as if a button had been switched. Their gears stopped grinding and ticking like they had jammed up, all except the little girl. 'She' was standing still.

"They're perfect." 'She' repeated again, suddenly sounding so alone and scared.

"What's happened to her? Why didn't she die like the others?" Spencer asked as he approached the doctor.

"She's not like the others," the Doctor told him quietly. Crouching down to face the clockwork girl, he pulled off the mask 'she' was wearing. "I'm sorry. I'm so sorry," he sighed as he looked upon the small figure with sad eyes, face carefully blank.

"Is that a...?" Ryan asked this time, sounding intrigued and disgusted.

"Yes," the Doctor told him solemnly, "the clockwork droids carved up her brain to use as part of their machinery but they had to follow her last command."

"Can't you help her?"

"No. I wish I could but she's already dead-"

"But she's speaking."

"Not really. It's only a telepathic loop, an echo of her last thought. She'll keep repeating it until she runs down or her gear's stop – But that, I can help her with." He pulled his sonic screwdriver from his pocket.

"Setting number 442, right?"

Smiling slightly the doctor used it once again. In a flash of blue light and noise, the gears in her mechanical body gummed up like the others had – Until finally, the solitary ticking faded. The room felt to the band mates, as if it was empty for the moments after, as the silence hung in the air like a thick white sheet, despite the amount of bodies piled on top of each other.

"There," is all he said as the venue suddenly filled with cheers. They'd all absolutely forgotten about the show and the crown, everything. But it didn't matter much now as they assumed it was a mid show performance and who could blame them – Panic at the Disco were all for the theatrics. Members of the crew seemed to flood the stage like they hadn't been littering lifeless on the floor moments ago, carrying off the broken clockwork androids.

Brendon sighed sadly as Ryan motioned for them to perform a bow. All he wanted to do was talk to Barry, or the doctor or whoever he was – to erase the sadness and sympathy from his face. Brendon began to walk towards the doctor as he slyly edged off stage, Ryan bumped into him carrying his guitar. "We're finishing the show." He said simply.

Shrugging Ryan away he moved for side stage calling over the noise. "Barry?"

The doctor turned around. Motioning for Brendon to go back on stage, he grinned showing all his teeth, rocking on the balls of his feet. "Enjoy the moment...Brendon Urie. It's all yours."

Looking towards the crowd, a fire licked inside Brendon's body, flooding it with excitement and adrenaline. He glanced behind him, but the doctor had disappeared. Frowning to himself, he picked up his guitar to take centre stage once again. He didn't see the doctor peek out from behind a dark curtain to watch 'When the Day Met the Night'.

"So no one ever noticed the crazy psychopathic mechanical killers out there?" Ryan asked, shouting over the dying cheers of the crowd.

"I just thought they were your idea," Jon told him, laughing as Spencer murmured his agreement. Ryan glared at him, huffing. There was no way he was going to tell them that he quite liked their unique connection to his artistic view– Not now anyway.

"Oh don't be like that Ryan. You know it does seem like something you'd think has artistic merit," Spencer argued, reaching his arm out and hauling Brendon back into a one armed hug, "ain't that right Bear?"

But Brendon didn't seem all that interested at the moment, he shrugged, slipping away from Spencer's side. He seemed reluctant to walk at his friends' leisurely pace. He wanted to get showered as soon as he could and then find the man on his mind, the man with the hedgehog hair. But most of all he needed to know this wasn't just something of a dream. "What happened out there guys, really?" He asked.

Jon only shrugged. "Hell if I know," he admitted, smiling slightly at Brendon, "but we're alive aren't we? That's enough isn't it?" He asked not really believing himself. He didn't really expect an answer. He didn't receive one.

They found a note pinned to their dressing room door written in elegant but erratic spidery writing.

I find that the desert is a perfect place to lose yourself and maybe find what you're looking for.

It was signed with a bizarre series of interlocking circles which seemed not be resemble any kind of script they'd ever seen. It seemed beautifully alien.

"Well that's fucking cryptic."

"I can't believe we're doing this," Ryan scoffed unhappily, covering his face with the scarf he was wearing, attempting to protect his face from the dirt kicked up as the car rolled along the road, "travelling into the desert with a car that has no air-conditioning and with no idea where we're going."

"Even you wanted answers Ryan." Brendon reminded him, taking his eyes of the empty road to look at the man in question.

It was early next morning that they had set off, crammed into Brendon's old purple van, to find what? They didn't know. The strange man that had saved them? They just knew that for some strange reason they had to do this, not even just because Brendon was so determined and they wouldn't let him go on his own.

The sun was now high in the midday sky, throwing down the Vegas heat upon the metal roof of the vehicle. The brush barely cast a shadow as they sped past, rolling along the now uneven dirt road. The dust and dirt seemed so thick and abundant; you could taste it, gritty and chocking at the back of your throat. The bare expanse of Rocky Mountains glowed red and pink at the horizon. As Brendon drove over a particularly large bump, the car shuddered under the strain, sending the water Jon was drinking all down his shirt. Spence sat in the passenger seat, gripping the car door tightly but still managed to look cool and at ease despite his reddening face.

."We don't even know what we're looking for." Ryan tried again.

"We'll know when we see it," Brendon told them with an air of finality in his voice, unusually sure of himself.

Ryan only grumbled as they continued to go over the bumpy ground at speed, "we shouldn't have let you drive." Pushing his sunglasses further up his nose, he reached for a bottle of water. "Gah," he cried as this time water sloshed all over his clothes, finally frustrated to the point of action, "that's it Brendon. No more. Pull over, I'm driving."

Sighing like the most upon person in the world, Brendon mercifully slowed down pulling off into the lay-by. Cutting off the hum of the engine, he reached round himself unbuckling his seatbelt but made no move to get out. He simply rested his forehead against the steering wheel, rolling his eyes. Despite being handled by him the cheap plastic wheel was surprisingly cold and refreshing on his forehead. He couldn't quite understand how Ryan could be annoyed at a refreshing splash of water.

But he didn't have much time to dwell on this as Ryan was already out of the car after scrambling over Jon's lap and was now tapping on the car door, jerking his thumb in the direction of the back-seat. "Brendon it's my turn."

Brendon looked up from the steering wheel and smiled apologetically. "I'm sorry Ryan. I'm just so frustrated with-"

"Hey what's that?" Jon asked, pointing into the distance. He had climbed out just after Ryan had; glad to get out of the hot box, to lean against the van. Scrambling out of the car excitedly, Brendon, Spencer and Ryan followed the direction of Jon's finger. They could see a large blue box standing stationary 300 ft in the dusty distance but not much else around it. It was difficult to make out with the sun shining brightly in their eyes but it was definitely a box and it was there in the middle of the desert – They weren't imagining it.

"It looks like a box, a blue one at that. Who'd leave something like that out here?" Spencer asked out loud, reaching for his duffle bag.

"It doesn't really matter. This is what we've been looking for. It's him – It's Barry." Brendon told them.

"Somehow Brendon," Jon started kindly, "after all of this, I doubt he's name is actually Barry. Just be wary okay?"

"Okay Jon," Brendon sang, bouncing over to him for a quick hug. "I'm glad you care about me. Ryan doesn't," he said, sending an annoyed look at Ryan, "you're the bestest manly man with the bestest beard. Apart from Spencer of course, but I know you understand. Let's go then." Grabbing his duffle, a large square sunglasses and a lollipop, he made to go forward in the direction of the box but was held back by Ryan.

"I'm not walking all the way over there. What if he's dangerous? Get in the Car."

"But-"

"In the Car. Tell him Spencer"

"It'll be quicker if we drive." And that was it; they piled back into the car, this time with Spencer behind the wheel. Pulling out of the lay by, they drove off the road and over towards the box, turning to avoid some of the cacti. As they approached they saw a man, the doctor to be precise, lounging outside the box in a pink deck chair, shaded by an umbrella sticking out of the ground. Parking a few feet from the man, they hopped out. The first thing that struck them weirdly was that desert dust clung dusky to the material of his converse shoes. Brendon obviously excited, made a dash towards the man. Upon closer inspection, he held a tall frosted glass in his hand and was grinning happily at them behind his own sunglasses.

"Hello," he said, waving at Ryan who was looking decidedly grumpy all of a sudden, "banana daiquiri?" he offered, indicating his drink. "It's made with bananas all the way from the groves at Villengard. Can't I tempt you? Bananas are good – Lots of Potassium."

Not waiting for their answers, he stood and walked over to the box. It was a dark blue panelled box with a light on its top. The top two panels on each side were made with frosted glass and around its rim, it said Police 'public call' Box in lit capital letters. Stopping in front of this unusual structure, he weirdly caressed one of the panelled sides lovingly, before swinging the door inwards with a loud creak and proceeding to walk inside.

"What's he doing inside a box?" Spencer asked, scratching his beard thoughtfully. They didn't really have time to speculate before the door opened again and the doctor walked out balancing a tray with 4 glasses while holding the door open with his hip. He seemed unaware that they were all staring at him bemusedly. They took the glasses he offered him, wordlessly hesitant. But Brendon, most trusting one of them all, was the only one to take a slip.

"Yum," he moaned, smiling happily at the doctor, "it's good. Try some guys." Jon was laid back enough to try anything once and taking drinks from a strange man in the middle of the desert definitely counts as a good thing to try. Shrugging his shoulders, he drank from the tall glass, licking his lips afterwards. That was the best banana daiquiri he's tasted in forever, not that he was generally a cocktail kind of man. He left that more to Ryan.

Brendon glanced around their position, then to the hot floor before shrugging and sitting on the floor, ignoring the hot ground on his arse. Jon and Spencer followed his lead cautiously, but Ryan stood standing, not daring to get dirt on his clothes. What they didn't understand was how Ryan, who could wear the same clothes for days on end, didn't like getting dirt on them.

"How? What? Where? Who are you? Really?" Spencer asked curiously, whispering like this was a secret piece of information and for all they knew, it could be.

The doctor idly fingered the drink he was holding, lightly wiping away the condensation clouding the glass with his index finger. "I'm the doctor." He told them, sliding the glasses into his hair to look at them properly. The light of the sun caught his eyes making them flash brightly in the shadow of the police box.

"The Doctor? That's not a real name. Doctor Who?" Ryan asked again in astonishment. He'd never met someone who couldn't just give a proper answer. And it both angered and intrigued him.

"It's just the Doctor."

"The Doctor?" Jon asked this time, perplexed. Placing his drink on the ground, he looked at Brendon, who, unusually silent, was staring down into the yellow mixture in his glass. "What are you a doctor of, exactly?"

"Everything really, well...except actual medicine surprisingly." He told them, grinning happily to himself.

"Huh. So if your name is really the doctor and you're not really a lighting technician what were you doing on the tour?"

The doctor laughed bouncing on his feet. "People going missing? Weird dolls turning up? And strange accidents? Equipment was malfunctioning and it all centring around 4 people. It's shouting 'Something is wrong!' You humans," he smiled fondly, "even when things are going on in front of your faces, you still try and rationalise it."

"The way you said 'you humans'," Spencer began. "It kind of sounds like you're saying you aren't," he laughed lightly, flicking the hair that had fallen into his eyes.

"I'm not."

"Not what?" Jon said, his eyebrows scrunching up in confusion.

"Not Human." He clarified, looking so completely serious that Spencer abruptly stopped laughing and Brendon began to choke on his drink.

"But you look human. How can you not be human?" Ryan argued, trying to rationalise the existence of aliens even if everything in the last 24 hours tells him that there are.

"Well I'm happy to say I'm not. Appearances can be deceiving, you know? – You look like a little girl who just got back from her first show with your eye-liner has smudged like that although I don't see a girl going out to a gig dressed like you but we can leave that bit out of my analogy. Oops I'm being rude again." He told them but made to signs of apology.

"Well if you're not human, what are you then?" Spencer asked, seeing as Ryan was suddenly too involved in checking his face in his compact mirror. He was excited beyond anything he'd really felt before – Aliens! A real fucking alien.

"Time Lord," he said simply, scuffing his shoe against the ground.

"How do we know? How are you different from a human?" Ryan huffed, annoyed at the dig at his appearance.

"You boys are a curious bunch. I like that. That's a pretty complicated question though. You know. The usual, two hearts, larger brain, advanced respiratory system, etcetera etcetera. It all gets rather boring."

Climbing to his feet, Brendon spoke for the first time since he'd sat down, "2 hearts? Can I?" He asked, motioning towards the doctor's chest. It seemed like a very odd request and even weirder was that the doctor gave a small nod of consent.

Brendon moved toward the taller man. Placing his hands on the doctor's shoulders, he leaned in, resting the side of his head against the taller man's chest. He could feel the doctor's small sigh, and smiled at the rhythmic double beat of both hearts. Listening carefully, he tapped the doctor's shoulder along with the beat of his hearts. He felt the doctor's hands sliding into his hair. For a minute they all thought he was going to bring Brendon closer before he gently pulled him out of his personal space.

"Why'd you leave? After you saved us, why did you go?" Brendon asked, very nearly not wanting to hear the answer.

The doctor leaned against the police box, stuffing his hands into his trouser pockets. "I'm a traveller," he told them, "I never stay in the same place too long. I don't stick around for the clean up, it's too messy with all those questions, not when there's a whole universe to explore, all those planets, creatures and times, all those different horizons. No -too many questions -It's best to move on."

"Oh," Brendon muttered, looking crestfallen at the doctor's words. "I guess we're probably holding you up then."

The doctor's expression became shadowed for a moment, obviously dealing with some inner turmoil, before he settled on an anxious smile. "You could...you could come with me," he suggested.

"Come with you? Really?" Brendon asked, surprised and with a hopeful hitch of his lips. As much as the glimpse into the doctor's world had scared him, it had also set a fire in him, in all of them. He wanted to see all these things the doctor could show them, could teach them.

"If you want," the doctor hastened to add, "all of you. But I'll understand if you don't."

"Are you joking?" Brendon was shocked at how the doctor thought he'd be able to refuse, "of course we want to come with you. Don't we guys?" He moved to look at his friends. They seemed excited but he noticed some restraint in their eyes.

"But Brendon," Ryan started cautiously, "what about our career? The tour is over but we're expected to write a new album soon and what are we going to tell our friends?" He knew that Brendon hated to be held back from doing the things he wanted to do – Brendon simply hated being responsible and Ryan didn't like to be the one to remind him. Besides, Spencer was so much better at it.

"Oh I wouldn't worry about that," the doctor told them before Brendon had the chance to look too depressed about it, "I didn't forget to mention that my ship is also a time machine, did I?" He grinned sweetly at their shocked faces as the sadness was simply erased. "Off we go then?"

The doctor patted the side of the police box again, disappearing inside with a creak of the door._ Are we supposed to wait here for him?_ Ryan thought to himself as they stood staring at the blue box. The police box was surely too small for them to follow him inside. How long did he expect them to wait for him?

"Should we knock on the door?"

No sooner had the words left Brendon's mouth did the door creak open again and the doctor peeked outside, blinking up at them. "Aren't you coming?"

"But Doctor. Why are we going inside a box? Surely we can't all fit in there." Spencer tried to reason with the man, who grinned indulgently, told them to get in there and disappeared again with a creak of the door.

"Well guys..." Brendon began smiling back at them. He pushed the door inward, walking not into a small claustrophobic space, but into a large dome-shaped chamber. It was mostly gold coloured with organic-looking support columns. Roundels built into hexagonal recesses ran all the way round the room. "Wow" He whispered, admiring the circular console in the centre of the room. The console was divided into six control panels with a central column reaching to the ceiling. They were glowing green. The whole structure of the thing seemed almost impossible in its enormity – It couldn't fit in that small box but apparently it actually could.

"It's bigger on the inside." A stunned voice said from somewhere behind Brendon. And the amazed gasps from the other two were obvious in the large room. The metal grating of the floor clattered as Brendon walked further up the ramp to the centre of the room.

The doctor was sitting on the flight seat, heels propped up against the console, arms folded behind his head looking sure of himself. It was slightly annoying but endearing all the same. The console had a more thrown together look than he would have expected, being a space ship and everything. And the closer he looked he noticed bits of junk from various eras hooked up to the console. He assumed they were being used as makeshift controls. He even noticed a bicycle pump and a small bell. The whole place seemed to be humming happily, and Brendon had the most wonderful feeling that it was alive.

"Very impressive Doctor," Spencer announced as he leaned against the railings that ran some way around the room, "tell me, just how is it bigger on the inside?"

The doctor jumped from his seat. Bouncing over to the console, he fondled one of the control panels. Glancing up over the console, he grinned at them, the green glow, casting his youthful face in light. "My ship happens to be dimensionally transcendental, the inside and outside exist in separate dimensions, a key discovery of my people," noticing his new companion's bemused expressions, he looked sheepish for a moment, "basically think about how a large object can appear to fit into a small one if the large object is further away."

"Oh okay. But how?"

"Trust me you don't want me to go any further – It's bigger on the inside. Let's leave it at that, eh?" Running around the console to stand in front of the guys, the doctor stretched his arms out wide, gesturing around him. "Gentlemen, Welcome to the TARDIS. Time and Relative Dimension in Space, T.A.R.D.I.S."

"Doctor, I can feel something in my head." Jon told him. They could all feel it. It was almost like a physical presence pressing against his mind. It felt odd, Brendon noticed – kind of like something had brushed gently at his thoughts.

"That's the tardis. She must like you guys already. Eh old girl?" The doctor asked, directing his question towards the console. The room seemed to hum louder at that.

"The tardis is alive?" Brendon questioned. But as he said this he could feel the distinct impression of elation in his body but completely separate from his own emotions. It seemed the tardis was happy that they were on board. He got the distinct impression that the doctor hadn't been happy in a while and that she was glad they both had some company.

"Sentient being is the tardis, but awful temperamental when she wants to be. Right, well enough of the talking, where's the adventure? The unknown? We can't just stand around here all day. Off we go!" Spinning to face the console, the doctor span what appeared to be a glass paperweight and set to work. "You better hold on to something. This could be a bumpy ride." The central column began pumping up and down, green light pulsing throughout the room as the hum of the tardis grew louder.

"Where do you wanna go? Your first trip, your choice." The doctor shouted happily as he continued running round the console, pulling levers, twisting knobs, pushing buttons and all number of other devices.

"Erm...Mars?" Ryan asked unsure of anywhere else he could choose.

The doctor stopped running suddenly near the scanner attached to the console with a manic glint in his eye and a mirthful grin on his face. The tardis was rattling now, shaking in every direction as if it was banging and crashing its way through space as it span through the time vortex. Brendon clutched at the tardis console as he saw Jon jolted backwards into the flight seat. Ryan was already on the floor, sliding in the direction of the door, clinging to one of the tardis support struts as Spencer grasped at the railings struggling to stand on his feet.

"Oh I was thinking somewhere...further!"

Back out in the desert, the area was filled with the sound of the dematerialisation sequence, as the tardis pulsed in and out of sight, eventually disappearing from view.

End of Episode


End file.
